Good Oil Conference 2015 Shareholder activism Clare Pope and Simon Rear
Overview of presentation The development of shareholder activism in Australia The objectives of shareholder activists Assessing whether you are a target Strategies used by shareholder activists in Australia How the board can prepare itself for shareholder activism 2
The development of shareholder activism in Australia Historically the USA has faced more shareholder activism than other jurisdictions Generally fall into several category of investor Corporate investors - hedge funds; activist funds; private equity; large investors Smart individuals Specialist investors Ethical investors Goals of shareholder activists Corporate governance Strategic Social activism Capital profile Commodity price fluctuations mean oil and gas companies have become the targets of shareholder activism Affected companies listed on NYSE, ASX, LSE/AIM and TSX 3
Assessing whether you are a target: issues that attract activists Some factors to consider: Company has low market value compared to book value Company is underperforming compared to peers High cash reserves compared to peers Underperforming business sectors High institutional stockholding Board composition does not meet best practices is stale or complacent Advisory firm has expressed concern with executive compensation Shareholder proposal has not been implemented Company has received significant criticism about an acquisition or regulatory issue Company does not have a social licence to operate 4
How this plays out in Australia The effect of shareholder activism in Australia plays out differently than in the USA because of our procedural differences in Corporations Law Procedural strategies Shareholder meetings; circulation of statements to shareholders; the right to speak at AGMs; access to the members register Two strikes rule - remuneration reporting Other strategies Media and public relations strategies Lobbying the company and its large institutional investors Litigation ASIC guidance on collective action Recent examples: Antares Energy, Karoon Gas, Tap Oil, Molopo 5
Strategies for boards: be prepared Boards are generally prepared for takeover defence, but are boards really prepared for shareholder activism? Will the same strategies work? Monitor ownership and shareholdings Institutional investors; activists/known activists; Top 20; stock surveillance Monitor media Traditional media Social media Hot Copper; Twitter; new websites; blogs Evaluate risk factors for shareholder activism Develop an engagement plan for shareholders and media Open communication with shareholders and proxy advisors Communications plan Activist response manual 6
Corporate Energy and Resources Contacts Clare Pope Partner +61 8 9429 7433 clare.pope@squirepb.com Simon Rear Partner +61 8 9429 7483 simon.rear@squirepb.com Chris Rosario Senior Associate +61 8 9429 7553 chris.rosario@squirepb.com Fiona Meaton Associate +61 8 9429 7686 fiona.meaton@squirepb.com Ben Stewart Associate +61 8 9429 7554 ben.stewart@squirepb.com Pasan Wijesuriya Associate +61 8 9429 7424 pasan.wijesuriya@squirepb.com 7
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